Andy and Doug welcome returning guest Valerie Vaughn to discuss recent closings and the realities of a competitive buyer market. They walk through a repeat buyer’s journey, from selling a business in 2024 to searching and finally winning the right acquisition.

The episode breaks down real deal comparisons: how a 5% price gap, down payment size, financing structure, and the overall capital stack influence seller decisions. They emphasize speed, certainty, and the seller’s emotional priorities—employees, customers, and legacy—when choosing between multiple offers.

Practical takeaways include writing clear, bankable LOIs, presenting a strong capital stack, and adjusting the tone to build rapport with sellers.

Andy and Doug break down a common but costly problem for business sellers: running personal expenses through the company aka add backs and how that practice destroys value and scuttles deals. Using real examples from current engagements, they discuss cases with 30–40% of SDE tied up in personal expenses and explain the buyer and bank perspective.

Topics include valuation approaches (SDE vs. EBITDA), why lenders — especially SBA‑backed banks — have tightened underwriting, the trust and character issues personal add backs raise, and financing failures caused by unverifiable expenses. The hosts also cover practical next steps: getting a neutral third‑party valuation, cleaning up books (and converting perks to proper salary), deciding whether to sell now or keep-and-grow, and revisiting the market with clean numbers.

Andy and Doug share the unique case of seller remorse after closing. They unpack a deal where the seller tried to back out after paperwork and funds were finalized, and the reasons behind the panic — from not reading 100+ pages of documents to being locked out of systems when ownership transferred.

They discuss practical lessons for buyers and sellers: clear communication, documented training plans, locking and transferring system access, due diligence expectations, and the emotional identity shift owners face post-sale.

The episode covers why the digital footprint matters, what basic buyer information to collect (funding source, past acquisitions, team members, references), how seller financing changes the due diligence stakes, and simple vetting steps brokers should adopt to avoid embarrassment and risk. Expect candid stories, actionable best practices, and a reminder to vet buyers before sharing confidential seller information.

Andy and Doug celebrate the podcast's 200th episode while reviewing four years of growth and key lessons from 2025. They discuss firm milestones—new offices, expanded advisor team, over 100 deals closed—and operational improvements like professional CIMs, a refreshed website, and a disciplined approach to pricing and buyer qualification.

The episode covers industries that performed well (HVAC, electrical, residential services, healthcare, manufacturing), lender financing strategies, how Apex maintains a high close rate, the growing role of AI, and advice for new brokers.

Andy and Doug walk listeners through a real-world 30+ page Letter of Intent, explaining the sell-side advisor’s role and the practical steps sellers should take when an LOI arrives. They discuss how to spot deal structure and financing terms, what to expect in due diligence, and when to involve attorneys.

Topics covered include purchase price and structure, seller financing and preferred equity, earnouts, working capital adjustments, retrade risks, timelines for diligence and closing, access to employees, confidentiality and non-solicitation provisions, and the interplay between employment agreements and non-competes.

Andy and Doug discuss a recent near‑$50M retail deal that failed to close, exploring how high revenue masked critical issues like bloated overhead, supplier pricing ties to brick‑and‑mortar operations, and unclear divisional accounting.

The episode covers the market’s reaction to the deal, buyer interest in an e‑commerce carve‑out, requirements from lenders (including QOE reviews), common buyer types (from underfunded dreamers to experienced turnaround investors), and why ‘‘no EBITDA, no loan’’ remains a hard reality.

Key takeaways: the importance of clean financials and realistic working capital, risks of seller financing and earn‑outs, how the market’s brutal honesty guides strategy, and practical lessons for buyers and sellers navigating challenging transactions. For more resources visit kcapex.com.

Andy and Doug recap their takeaways from the M&A Source Fall Conference in Phoenix, comparing IBBA vs. M&A Source formats, deal rooms, and buyer mandates.

They highlight practical lessons for sellers and advisors: the enduring importance of EBITDA, the need for operational/sales/finance leadership beyond the owner, the rise of sell‑side Quality of Earnings/Valuation work to reduce retrades and speed closings, and the growing practice of culture testing for post‑acquisition integration. The episode also covers market timing—private equity is expected to deploy capital more aggressively in Q4 2025–Q1 2026.